Overseas, Paramount’s sequel “Transformers: Revenge of the Fallen” won the international box office race in a surprise upset even though it opened in only two territories — the U.K. and Japan. “Transformers” opens domestically and in most other territories Wednesday.

The other wide opener at the domestic box office was Sony’s male-skewing comedy “Year One,” which placed No. 4, grossing an estimated $20.2 million from 3,022 runs. Studio execs said the Jack Black-Michael Cera starrer opened in line with their expectations.

“Hangover,” which had won the B.O. race the previous two weekends, slipped only 18% in its third sesh to gross an estimated $26.9 million from 3,545 theaters for a boffo cume of $152.9 million. The long-legged laffer also saw another good weekend overseas, grossing $11.7 million from 1,900 screens in 25 markets for a foreign cume of $30.4 million and worldwide total of $183.3 million.

After running behind the past three weekends, domestic B.O. revenues were up 4% over the same weekend last year.

“Up” dipped 31% in its fourth frame to gross an estimated $21.3 million from 3,832 runs for a cume of $224.1 million. The toon is coming close to surpassing Paramount’s “Star Trek,” the most successful film of the year thus far at the domestic B.O. Pic grossed $239.4 million through Sunday.

“Up” will soon face competition from 20th Century Fox’s 3-D toon “Ice Age: Dawn of the Dinosaurs,” which held Father’s Day sneaks in 330 3-D runs on Sunday. Sellouts were reported across the country.

The highlight of the specialty box office was Woody Allen’s “Whatever Works,” from Sony Pictures Classics. Film opened to a boffo per-location average of $31,191 as it grossed $280,720 from nine runs in New York and L.A.

Sony Classics topper Michael Barker said the combination of Woody Allen, Larry David and Evan Rachel Wood was irresistible.

Focus Features “Away We Go,” from director Sam Mendes, was up 61% as it expanded into 132 runs in its third frame, with a total gross of $903,936.

Bullock’s previous best opener was “Premonition,” which bowed to $17.6 million in 2007. “Proposal” did double that number.

“The word of mouth on this movie was incredible. First and foremost, you gotta make a great movie, which Anne Fletcher did,” Disney prexy of domestic distribution Chuck Viane said.

There hasn’t been a female-driven romantic comedy since May 1, when Warner Bros.’ “Ghosts of Girlfriends Past” opened. “Ghosts,” which opened to $15.4 million, has cumed $53.2 million domestically.

“Proposal” also got off to a strong start internationally, grossing $10 million from 1,490 locations in 10 markets. Top market was Australia, where the film grossed $4.1 million. It set career highs for Bullock in several territories, including Russia, where the film earned $2.8 million

The domestic marketplace has become saturated with comedies in recent weeks. “Year One’s” aud was 57% male and 47% under age 21.

“We think it is set up for a great run,” said Sony worldwide prexy of distribution Rory Bruer.

Sony’s Denzel Washington/John Travolta action-drama “The Taking of Pelham 1 2 3” fell 52% in its second frame to $11.3 million from 3,077 runs and a domestic cume of $43.3 million in its first 10 days. Overseas, film grossed $1.4 million in its second sesh for a cume of $5 million and total tally of $48.3 million.

Among other holdovers, Paramount’s underperformer “Imagine That” fell to No. 9 in its second frame, falling 44% to an estimated $3.1 million from 3,011. Cume is $11.4 million.

Sony continues to score overseas with “Terminator Salvation,” which grossed $18.4 million over the weekend for a foreign cume of $200 million (pic is being released in several territories by indie distribs). Film’s domestic cume was $119.5 million through Sunday for a worldwide total of $319.5 million.

“Angels and Demons,” also from Sony, continues to grow its worldwide total, with a cume of $464.5 million through Sunday.

The “Transformers” and “Ice Age” sequels are expected to do mega-biz worldwide.

The U.K. debut of “Transformers: Revenge of the Fallen” outperformed the original by 71%, and came within 3% of “The Dark Knight.” In Japan, the film came in 64% ahead of “Dark Knight” and 13% behind the original “Transformers.”